UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 26, 2007
REGENCY ENERGY PARTNERS LP
(Exact name of registrant as specified in its charter)
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| Delaware
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0001-338613
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16-1731691 |
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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Identification No.) |
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| 1700 Pacific, Suite 2900 |
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| Dallas, Texas
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75201 |
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(Zip Code) |
| executive offices) |
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Registrant’s telephone number, including area code: (214) 750-1771
(Former name or former address, if changed since last report): Not applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On July 26, 2007, Regency Energy Partners LP (the “Partnership”) entered into an Underwriting
Agreement (the “Underwriting Agreement”) with UBS Securities LLC, Goldman, Sachs & Co., Morgan
Stanley & Co. Incorporated, A.G. Edwards & Sons Inc., Credit Suisse Securities (USA) LLC, J.P.
Morgan Securities Inc. and Wachovia Capital Markets, LLC (collectively, the “Underwriters”)
covering the issue and sale by the Partnership of up to 11,500,000 units representing limited
partner interests in the Partnership (the “Units”), including up to 1,500,000 Units issuable upon
exercise of the Underwriters’ option to purchase additional Units. The Units have been registered
under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration
Statement on Form S-3 (Registration No. 333-141809) of the Partnership, as supplemented by the
Prospectus Supplement dated July 26, 2007 relating to the Units, filed with the Securities and
Exchange Commission (“Commission”) pursuant to Rule 424(b) of the Securities Act. Closing of the
issuance and sale of the Units is scheduled for July 31, 2007.
The Underwriting Agreement provides that the obligations of the Underwriters to purchase the
Units are subject to approval of legal matters by counsel and to other conditions. The Underwriters
are obligated to purchase all the Units (other than those covered by the Underwriters’ option to
purchase additional Units) if they purchase any of the Units. The Partnership has agreed to
indemnify the Underwriters against certain liabilities, including liabilities under the Securities
Act, or to contribute to payments the Underwriters may be required to make because of any of those
liabilities.
The Partnership intends to use the net proceeds from the offering to redeem $192.5 million in
principal amount, or 35 percent, of its $550 million 8 3/8 percent senior notes due 2013; to repay
in full the remaining term loan outstanding of $50 million under its credit facility; and to repay
a portion of its revolving credit indebtedness outstanding under Regency’s credit facility.
Affiliates of UBS Securities LLC, J.P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC
and Wachovia Capital Markets LLC are lenders under our credit facility and, accordingly, will
receive a portion of the proceeds of the offering.
The summary of the Underwriting Agreement in this report does not purport to be complete and
is qualified by reference to such agreement, which is filed as an exhibit hereto. The Underwriting
Agreement contains representations, warranties and other provisions that were made or agreed to,
among other things, to provide the parties thereto with specified rights and obligations and to
allocate risk among them. Accordingly, the Underwriting Agreement should not be relied upon as
constituting a description of the state of affairs of any of the parties thereto or their
affiliates at the time it was entered into or otherwise.
Item 8.01 Other Events.
On July 27, 2007, Regency Energy Partners LP, or the Partnership, declared a cash distribution
with respect to all outstanding common units and subordinated units of the Partnership in the
amount of $0.38 per unit payable on August 14, 2007 to holders of record on August 7, 2007. A copy
of the press release is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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Financial Statements. None. |
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Exhibits. |
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| Exhibit No. |
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Description of Exhibit |
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1.1 |
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Underwriting Agreement dated July 26, 2007 by and among the Partnership and the
Underwriters |
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5.1 |
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Opinion of Vinson & Elkins L.L.P. |
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8.1 |
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Opinion of Vinson & Elkins L.L.P. relating to tax matters |